Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent shall prepare and Parent shall file with the SEC an S-4 Registration Statement (including the Proxy Statement/Prospectus), registering the offer and sale of shares of the Parent Common Stock, which complies with the rules and regulations promulgated by the SEC, and the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary. (b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law. (c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. (d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Mayan Networks Corp/Ca), Merger Agreement (Ariel Corp)
Joint Proxy Statement/Prospectus. Registration Statement; --------------------------------------------------------- Antitrust and Other Filings. ---------------------------
(a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent shall will prepare and file with the SEC, the Joint Proxy Statement/Prospectus and Parent shall will prepare and file with the SEC an S-4 the Registration Statement (including in which the Joint Proxy Statement/Prospectus)Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, registering in the offer and sale of shares reasonable judgment of the Parent Common Stockproviding party or its counsel, which complies may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the rules other's counsel and regulations promulgated auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company and Parent will respond to any comments of the SEC, will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and each of Company and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Promptly after the date of this -39- Agreement, and each of the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. Parent, will prepare and file (i) with the assistance United States Federal Trade Commission and the Antitrust Division of the Company when necessary, shall also use its reasonable best efforts to obtain prior United States Department of Justice Notification and Report Forms relating to the effective date transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the S-4 Registration Statement all necessary parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, the Securities Act or any other federal, state securities law or "blue sky" permits and approvals required in connection with foreign laws relating to the Merger and to consummate the other transactions contemplated by this AgreementAgreement (the "Other Filings"). The Company and Parent each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 5.1.
(b) Each of the Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or Company, as the case may be, shall, upon its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the otherSEC or its staff or any other government officials for amendments or supplements to the Registration Statement, furnish the Joint Proxy Statement/Prospectus or any Antitrust Filings or Other Filings or for additional information and will supply the other with copies of all information concerning itselfcorrespondence between such party or any of its representatives, its Subsidiaries, directors, executive officers and shareholders or stockholders, as on the case may beone hand, and such the SEC, or its staff or any other matters as may be reasonably necessary or advisable in connection government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the S-4 Registration Statement Merger or any other statement, filing, notice Antitrust Filing or application made by or on behalf Other Filing. Each of the Company or and Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection will cause all documents that it is responsible for filing with the Merger SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with all applicable requirements of law and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent rules and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under regulations promulgated thereunder. Whenever any event occurs which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Antitrust Filing or Other Filing, the Company shall or Parent, as the case may be, will promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none the other of the information supplied by Parent for inclusion or incorporation by reference such occurrence and cooperate in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company and/or Parent, such amendment or supplement. Notwithstanding any other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the Merger will comply as to form issuance of Parent Common Stock in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange ActMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) As promptly as reasonably practicable after of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the execution of this Agreement, Company and Parent shall prepare and Parent shall file Merger with the SEC an S-4 under the Securities Act and (y) of holding the HRB Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement (Statement, including the Proxy Statement/Prospectus)a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, registering the offer and sale of shares of the Parent Common StockSecurities Act and the Exchange Act, which complies with and the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the SECform mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the Company and Parent "Joint Proxy Statement-Prospectus"). FNFG shall use all reasonable efforts to cause file the S-4 Merger Registration Statement to become effective as soon thereafter as practicable. ParentStatement, including the Joint Proxy Statement-Prospectus, with the assistance SEC. Each of FNFG and HRB shall use their best efforts to have the Company when necessaryMerger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue skyBlue Sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial and HRB shall furnish all information regarding Parent concerning HRB and the Company, if necessaryholders of HRB Common Stock as may be reasonably requested in connection with any such action.
(b) The 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement/Prospectus prepared by Company -Prospectus, and Parent in connection FNFG shall notify HRB promptly of the Merger receipt of any comments of the SEC with respect to the special meetings Joint Proxy Statement-Prospectus and of Company's shareholders any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to be held to consider approval HRB promptly copies of this Agreement all correspondence between FNFG or any of their representatives and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") SEC. FNFG shall include (i) with respect to Company give HRB and its shareholders, (x) counsel the approval of the Merger opportunity to review and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in comment on the Joint Proxy Statement/-Prospectus shallprior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, HRB Shareholders Meeting hereof at the earliest practicable time.
8.2.3. HRB and FNFG shall promptly notify the other party if at any time of it becomes aware that the Company Shareholders' Meeting, at Joint Proxy Statement-Prospectus or the time of the Parent Stockholders' Meeting and at the Effective Time, contain Merger Registration Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not misleading. If at any time prior In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the Effective Time any event or circumstance relating to CompanyHRB and the FNFG shareholders. If requested by FNFG, or HRB shall obtain a "comfort" letter from its officers or directorsindependent certified public accountant, should be discovered by Company that should be set forth in an amendment or a supplement to dated as of the date of the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none -Prospectus and updated as of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders consummation of the ParentMerger, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein or necessary in order to make the statements thereincertain financial information regarding HRB, in light of form and substance that is customary in transactions such as the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange ActMerger.
Appears in 2 contracts
Samples: Merger Agreement (First Niagara Financial Group Inc), Merger Agreement (Hudson River Bancorp Inc)
Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) As promptly as reasonably practicable after of registering OFC Common Stock to be offered to holders of GCB Common Stock in connection with the execution of this Agreement, Company and Parent shall prepare and Parent shall file Merger with the SEC an S-4 under the Securities Act and (y) of holding the GCB Shareholders Meeting and the OFC Shareholders Meeting, OFC shall draft and prepare, and GCB shall cooperate in the preparation of, the Merger Registration Statement (Statement, including the Proxy Statement/Prospectus)a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, registering the offer and sale of shares of the Parent Common StockSecurities Act and the Exchange Act, which complies with and the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the SECform mailed to the GCB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the Company and Parent "Joint Proxy Statement-Prospectus"). OFC shall use all reasonable efforts to cause file the S-4 Merger Registration Statement to become effective as soon thereafter as practicable. ParentStatement, including the Joint Proxy Statement-Prospectus, with the assistance SEC. Each of OFC and GCB shall use their reasonable best efforts to have the Company when necessaryMerger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GCB and OFC shall thereafter promptly mail the Joint Proxy Statement-Prospectus to the GCB shareholders. OFC shall also use its reasonable reasonably best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue skyBlue Sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial and GCB shall furnish all information regarding Parent concerning GCB and the Company, if necessaryholders of GCB Common Stock as may be reasonably requested in connection with any such action.
(b) The 8.2.2. GCB shall provide OFC with any information concerning itself that OFC may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement/Prospectus prepared by Company -Prospectus, and Parent in connection OFC shall notify GCB promptly of the Merger receipt of any comments of the SEC with respect to the special meetings Joint Proxy Statement-Prospectus and of Company's shareholders any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to be held to consider approval GCB promptly copies of this Agreement all correspondence between OFC or any of their representatives and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") SEC. OFC shall include (i) with respect to Company give GCB and its shareholders, (x) counsel the approval of the Merger reasonable opportunity to review and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in comment on the Joint Proxy Statement/-Prospectus shallprior to its being filed with the SEC and shall give GCB and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of OFC and GCB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GCB Common Stock entitled to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, GCB Shareholders Meeting hereof at the earliest practicable time.
8.2.3. GCB and OFC shall promptly notify the other party if at any time of it becomes aware that the Company Shareholders' Meeting, at Joint Proxy Statement-Prospectus or the time of the Parent Stockholders' Meeting and at the Effective Time, contain Merger Registration Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not misleading. If at any time prior In such event, GCB shall cooperate with OFC in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and OFC shall file an amended Merger Registration Statement with the SEC, and each of GCB shall mail an amended Joint Proxy Statement-Prospectus to the Effective Time any event or circumstance relating to CompanyGCB shareholders. If requested by OFC, or GCB shall obtain a "comfort" letter from its officers or directorsindependent certified public accountant, should be discovered by Company that should be set forth in an amendment or a supplement to dated as of the date of the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none -Prospectus and updated as of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders consummation of the ParentMerger, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein or necessary in order to make the statements thereincertain financial information regarding GCB, in light of form and substance that is customary in transactions such as the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange ActMerger.
Appears in 1 contract
Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) As promptly as reasonably practicable after of registering OFC Common Stock to be offered to holders of GCB Common Stock in connection with the execution of this Agreement, Company and Parent shall prepare and Parent shall file Merger with the SEC an S-4 under the Securities Act and (y) of holding the GCB Shareholders Meeting and the OFC Shareholders Meeting, OFC shall draft and prepare, and GCB shall cooperate in the preparation of, the Merger Registration Statement (Statement, including the Proxy Statement/Prospectus)a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, registering the offer and sale of shares of the Parent Common StockSecurities Act and the Exchange Act, which complies with and the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the SECform mailed to the GCB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the Company and Parent “Joint Proxy Statement-Prospectus”). OFC shall use all reasonable efforts to cause file the S-4 Merger Registration Statement to become effective as soon thereafter as practicable. ParentStatement, including the Joint Proxy Statement-Prospectus, with the assistance SEC. Each of OFC and GCB shall use their reasonable best efforts to have the Company when necessaryMerger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GCB and OFC shall thereafter promptly mail the Joint Proxy Statement-Prospectus to the GCB shareholders. OFC shall also use its reasonable reasonably best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" “Blue Sky” permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial and GCB shall furnish all information regarding Parent concerning GCB and the Company, if necessaryholders of GCB Common Stock as may be reasonably requested in connection with any such action.
(b) The 8.2.2. GCB shall provide OFC with any information concerning itself that OFC may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement/Prospectus prepared by Company -Prospectus, and Parent in connection OFC shall notify GCB promptly of the Merger receipt of any comments of the SEC with respect to the special meetings Joint Proxy Statement-Prospectus and of Company's shareholders any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to be held to consider approval GCB promptly copies of this Agreement all correspondence between OFC or any of their representatives and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") SEC. OFC shall include (i) with respect to Company give GCB and its shareholders, (x) counsel the approval of the Merger reasonable opportunity to review and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in comment on the Joint Proxy Statement/-Prospectus shallprior to its being filed with the SEC and shall give GCB and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of OFC and GCB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GCB Common Stock entitled to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, GCB Shareholders Meeting hereof at the earliest practicable time.
8.2.3. GCB and OFC shall promptly notify the other party if at any time of it becomes aware that the Company Shareholders' Meeting, at Joint Proxy Statement-Prospectus or the time of the Parent Stockholders' Meeting and at the Effective Time, contain Merger Registration Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not misleading. If at any time prior In such event, GCB shall cooperate with OFC in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and OFC shall file an amended Merger Registration Statement with the SEC, and each of GCB shall mail an amended Joint Proxy Statement-Prospectus to the Effective Time any event or circumstance relating to CompanyGCB shareholders. If requested by OFC, or GCB shall obtain a “comfort” letter from its officers or directorsindependent certified public accountant, should be discovered by Company that should be set forth in an amendment or a supplement to dated as of the date of the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none -Prospectus and updated as of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders consummation of the ParentMerger, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein or necessary in order to make the statements thereincertain financial information regarding GCB, in light of form and substance that is customary in transactions such as the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange ActMerger.
Appears in 1 contract
Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution date of this Agreement, the Company and Parent shall jointly prepare and file with the SEC a joint proxy statement to be sent to the stockholders of the Company and Parent with respect to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (the “Joint Proxy Statement”) and Parent shall prepare and Parent shall file cause to be filed with the SEC an S-4 Registration the Form S-4, in which the Joint Proxy Statement will be included as a prospectus (including the “Joint Proxy Statement/Prospectus”), registering the offer and sale of shares of (ii) the Parent Common Stockwill respond, which complies as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and will provide copies of such comments to the rules Company promptly upon receipt and regulations promulgated copies of proposed responses to the Company a reasonable time prior to filing to allow meaningful comment, (iii) as promptly as reasonably practicable, the Parent will prepare and file (after the Company has had a reasonable opportunity to review and comment on) any amendments or supplements to the Form S-4 necessary to be filed in response to any SEC comments or as required by the SECLaw, and (iv) the Company and Parent shall will use all their respective commercially reasonable efforts to cause have the Form S-4 Registration Statement declared effective under the Securities Act and thereafter mail to become effective their stockholders, as soon thereafter promptly as reasonably practicable. Parent, with the assistance of Joint Proxy Statement/Prospectus and all other customary proxy or other materials for meetings such as the Company when necessaryStockholders’ Meeting, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Company stockholders and the Parent stockholders any supplement or amendment to the Joint Proxy Statement/Prospectus if any event shall also use its reasonable best efforts to obtain occur which requires such action at any time prior to the effective date Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting and the Merger. Each of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required parties hereto shall cooperate with the other parties in connection with the Merger preparation of the Form S-4 and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement including promptly furnishing Parent or any other statement, filing, notice or application made by or on behalf of the Company or Parent or upon request with any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial all information regarding Parent and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger with respect to the special meetings of Company's shareholders as may be required to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 the Form S-4 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at under applicable Law. Parent will provide the date it Company a reasonable opportunity to review and comment upon the Form S-4 or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parentthereto, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in mailing the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Actits stockholders.
Appears in 1 contract
Joint Proxy Statement/Prospectus. (a) FORM S-4. As promptly as reasonably practicable after the execution of this Agreementhereof, Company SCGI and Parent USRealty shall prepare and Parent shall file with the SEC an S-4 Registration Statement (including proxy materials which shall constitute the Joint Proxy Statement/Prospectus), registering Prospectus relating to (i) the offer SCGI Stockholders Meeting and sale of shares the vote of the Parent Common Stock, which complies stockholders of SCGI with respect to the rules and regulations promulgated by the SECSCGI Share Issuance pursuant hereto, and (ii) the Company USRealty Stockholders Meeting and Parent the vote of USRealty Stockholders with respect to this Agreement and the Plan of Liquidation (such proxy materials, together with any amendments thereof or supplements thereto, in the form delivered to the stockholders of USRealty and SCGI, the "JOINT PROXY STATEMENT/PROSPECTUS") and SCGI shall prepare and file a registration statement on Form S-4 with respect to the issuance and distribution of the Purchase Price Shares pursuant hereto and the Plan of Liquidation (the "FORM S-4"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as SCGI's prospectus. Each of SCGI and USRealty shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts (i) to obtain prior to have the Form S-4 declared effective date of by the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection SEC as promptly as practicable after filing with the Merger SEC and to keep the Form S-4 effective as long as it is necessary to consummate the other transactions contemplated by this AgreementAgreement (including the Plan of Liquidation), and (ii) to have the Joint Proxy Statement/Prospectus cleared by the CSSF. Parent or CompanySCGI and USRealty shall, as promptly as practicable after receipt thereof, provide the case may beother party copies of any written comments and advise the other party of any oral comments, shall, upon with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC or the CSSF and shall notify the other of any request by the other, furnish SEC for amendments or supplements to the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders Form S-4 or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus. SCGI and USRealty shall respond promptly to any comments made by the SEC, the S-4 Registration Statement CSSF or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger governmental official with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or the Form S-4. SCGI and USRealty shall each supply the other with copies of all correspondence between such party or any of its representatives and the SEC, the CSSF or any other Governmental Authority with respect to the Form S-4, the Joint Proxy Statement/Prospectus and the transactions contemplated hereby. SCGI shall provide USRealty with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC or the CSSF. SCGI and USRealty shall, to the extent reasonably practicable, each have the opportunity to participate in all communications with the SEC and its staff and the CSSF, including meetings and telephone conferences regarding the Form S-4 and the Joint Proxy Statement/Prospectus and the transactions contemplated therein. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, 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. USRealty will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to USRealty stockholders of record as of the record date for the USRealty Stockholders Meeting (by registered mail, if an available method), and SCGI will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to SCGI's stockholders of record as of the record date for the SCGI Stockholders Meeting, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act, and sufficiently in advance of the USRealty Stockholders Meeting and SCGI Stockholders Meeting so as to allow USRealty's and SCGI's record stockholders reasonably sufficient time to distribute the Joint Proxy Statement/Prospectus to the beneficial holders of the USRealty and SCGI securities entitled to vote at the date USRealty Stockholders Meeting and the SCGI Stockholders Meeting, respectively. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Purchase Price Shares issuable in connection with the Equity Purchase and the Plan of Liquidation for offering or sale in any jurisdiction, or any amendments request by the SEC or supplements thereto are mailed to shareholders of Company and the stockholders CSSF for amendment of the Parent, Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the time Closing Date any information should be discovered by USRealty or SCGI which should be set forth in an amendment or supplement to any of the Company Shareholders' Meeting, at Form S-4 or the time Joint Proxy Statement/Prospectus so that any of the Parent Stockholders' Meeting and at the Effective Time, 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 in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior , the party which discovers such information shall promptly notify the other party hereto and, to the Effective Time any event extent required by law, rules or circumstance relating to Companyregulations, or its officers or directors, should be discovered by Company that should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed with the SEC and the CSSF and disseminated to the stockholders of SCGI and USRealty. SCGI will also take such actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under the applicable "blue sky" laws in connection with the issuance and distribution of the Purchase Price Shares pursuant hereto and to the Plan of Liquidation. SCGI and USRealty shall share equally all fees and expenses, other than attorneys' and accounting fees and expenses, incurred in relation to the preparation, printing and mailing of the Form S-4 and the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Samples: Transaction Agreement (Security Capital Group Inc/)
Joint Proxy Statement/Prospectus. (ai) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and Parent shall prepare and Parent PubCo shall file with the SEC an S-4 Registration Statement SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Joint Proxy Statement/Prospectus”) relating to the SPAC Shareholders’ Meeting (1) to approve and adopt: (A) the Business Combination, this Agreement, the Plan of Initial Merger, and the other Transaction Documents, the Mergers and the other Transactions; (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Joint Proxy Statement/Prospectus or correspondence related thereto; (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby; and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), registering collectively, the offer “Transaction Proposals”) and sale of shares of (2) to register under the Parent Common StockSecurities Act the PubCo Ordinary Shares that constitute the Shareholder Merger Consideration payable to the SPAC Shareholders and the Company Shareholders. SPAC, which complies the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Joint Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Joint Proxy Statement/Prospectus, (3) cause the Joint Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable, and (4) keep the Joint Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. The Company hereby agrees to cover all of the SEC registration fees solely in connection with the filing of the Joint Proxy Statement/Prospectus with the SEC. Prior to the date on which the Joint Proxy Statement/Prospectus is declared effective, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares and the Company PubCo Warrants pursuant to this Agreement. Each of the Company, SPAC and Parent shall PubCo also agrees to use all its commercially reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after the Merger Joint Proxy Statement/Prospectus is declared effective, SPAC shall mail (or cause to be mailed) the Joint Proxy Statement/Prospectus to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with Parties all information concerning itself, its Subsidiaries, officers, directors, executive officers and shareholders or stockholdersmanagers, as the case may beshareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or Parent or any of their respective Subsidiaries Affiliates to any third party and/or any Governmental Entity regulatory authority (including the Stock Exchange) in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessaryTransactions.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholdersAny filing of, (x) the approval of the Share Issuanceor amendment or supplement to, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shallwill be mutually prepared and agreed upon by SPAC, at PubCo, and the date it Company. PubCo and the Company will advise SPAC, and SPAC will advise PubCo and the Company, as applicable, promptly after receiving notice thereof, of the time when the Joint Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or 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 and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments or supplements thereto are mailed to shareholders of Company any such filing. SPAC, PubCo, and the stockholders Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the ParentSEC or its staff with respect to the Joint Proxy Statement/Prospectus and any amendment to the Joint Proxy Statement/Prospectus filed in response thereto.
(iii) If, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time Closing, any event or circumstance relating to CompanySPAC, a SPAC Acquisition Entity or its officers or directors, should be is discovered by Company that SPAC or a SPAC Acquisition Entity which should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company SPAC shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleadingPubCo. If, at any time prior to the Effective TimeClosing, any event or circumstance relating to Parent the Company, a Company Acquisition Entity, or any Parent Subsidiary, of their respective Subsidiaries or their respective officers or directors, should be is discovered by Parent that a Company Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent the Company, or PubCo, as the case may be, shall promptly inform CompanySPAC. All documents that Parent is responsible for Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Joint Proxy Statement/Prospectus describing or correcting such information and shall promptly file such amendment or supplement with the SEC in connection with and, to the Merger will comply as extent required by Law, disseminate such amendment or supplement to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange ActSPAC Shareholders.
Appears in 1 contract
Samples: Business Combination Agreement (APRINOIA Therapeutics Holdings LTD)
Joint Proxy Statement/Prospectus. (a) As Parent and the Company shall prepare and file with the SEC, as promptly as reasonably practicable after the execution date of this Agreement, a joint proxy statement relating to the meeting of Parent’s stockholders to be held for the purpose of obtaining the Parent Requisite Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Company Requisite Vote, in each case, in connection with this Agreement and the Merger (including any amendments or supplements thereto, the “Joint Proxy Statement”) and Parent shall promptly prepare and Parent shall file with the SEC an a registration statement on Form S-4 (the “Registration Statement (including the Proxy Statement/Prospectus”), registering in which the offer and sale of shares Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock, which complies Stock to be issued under this Agreement. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of Parent and the Company and Parent shall use furnish all reasonable efforts to cause information concerning it as may reasonably be requested by the S-4 Registration Statement to become effective as soon thereafter as practicable. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required other Party in connection with such actions and the Merger preparation of the Registration Statement and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, . Promptly (but in any event no more than five Business Days) after the S-4 Registration Statement or any other statementis declared effective under the Securities Act, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessaryCompany will cause the Joint Proxy Statement to be mailed to their respective stockholders.
(b) The Joint Proxy Statement/Prospectus prepared by Each of Parent and the Company shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that Parent in connection receives from the Merger SEC or its staff with respect to the special meetings Registration Statement promptly after the receipt of Company's shareholders such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff or and any amendment to the Registration Statement in response thereto prior to filing such amendment. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be held amended in order to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall include comply with applicable Law, then (i) with respect to Company and its shareholders, (x) such Party shall promptly inform the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, other Parties and (ii) with respect to Parent and its stockholdersParent, (x) on the approval of the Share Issuanceone hand, and the unanimous recommendation of Company, on the disinterested members of other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the board of directors of Registration Statement. Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of cause the information supplied by Company for inclusion Registration Statement as so amended or incorporation by reference in the Joint Proxy Statement/Prospectus shallsupplemented, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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 filed with, and declared effective by, the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution of this Agreement, the Parent and the Company and Parent shall jointly prepare and Parent shall file with the SEC an S-4 Registration Statement Commission a joint proxy statement and forms of proxies in connection with (including i) the Proxy Statement/Prospectus), registering the offer and sale solicitation of shares of proxies to be voted at the Parent Common Stock, which complies Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the rules and regulations promulgated by solicitation of proxies to be voted at the SEC, Company Stockholders' Meeting with respect to this Agreement and the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. ParentMerger (such joint proxy statement, together with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement all necessary state securities law or Statement"blue sky" permits ), containing a proxy statement for stockholders of the Parent and approvals required a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger and to consummate stockholders of the other transactions contemplated by this Agreement. Parent or Company, as Company (the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the "Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) "). The Joint Proxy Statement/Prospectus prepared by shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies and the Company shall furnish all information concerning it and Parent the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Merger with respect Parent Companies and the Company will use all reasonable efforts to have or cause the special meetings of Company's shareholders Registration Statement to become effective as promptly as practicable, and shall take any action required to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to in the Merger (Merger. As promptly as practicable after the "Parent Stockholders' Meeting") Registration Statement shall include (i) with respect to Company and its shareholdershave become effective, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement Parent shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent 's Stockholders' Meeting and at (y) 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company ShareholdersStockholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Samples: Merger Agreement (Halliburton Co)
Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution of this Agreement, the Parent and the Company and Parent shall jointly prepare and Parent shall file with the SEC an S-4 Registration Statement Commission a joint proxy statement and forms of proxies in connection with (including i) the Proxy Statement/Prospectus), registering the offer and sale solicitation of shares of proxies to be voted at the Parent Common Stock, which complies Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the rules and regulations promulgated by solicitation of proxies to be voted at the SEC, Company Stockholders' Meeting with respect to this Agreement and the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. ParentMerger (such joint proxy statement, together with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any AGREEMENT AND PLAN OF MERGER amendments thereof or supplements thereto, being the "Registration Statement all necessary state securities law or Statement"blue sky" permits ), containing a proxy statement for stockholders of the Parent and approvals required a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger and to consummate stockholders of the other transactions contemplated by this Agreement. Parent or Company, as Company (the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the "Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) "). The Joint Proxy Statement/Prospectus prepared by shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies and the Company shall furnish all information concerning it and Parent the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Merger with respect Parent Companies and the Company will use all reasonable efforts to have or cause the special meetings of Company's shareholders Registration Statement to become effective as promptly as practicable, and shall take any action required to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to in the Merger (Merger. As promptly as practicable after the "Parent Stockholders' Meeting") Registration Statement shall include (i) with respect to Company and its shareholdershave become effective, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement Parent shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent 's Stockholders' Meeting and at (y) 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company ShareholdersStockholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) As promptly as reasonably practicable after of registering Parent Common Stock to be offered to holders of Company Common Stock in connection with the execution of this Agreement, Company and Parent shall prepare and Parent shall file Merger with the SEC an S-4 under the Securities Act and (y) of holding the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, Parent shall draft and prepare, and the Company shall cooperate in the preparation of, the Merger Registration Statement (Statement, including the Proxy Statement/Prospectus), registering the offer and sale of shares a joint proxy statement of the Company and Parent, and a prospectus of Parent Common Stocksatisfying all applicable requirements of applicable state securities and banking laws, which complies with and of the Securities Act and the Exchange Act, and the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the form mailed to the Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus”. Parent shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC, . Each of Parent and the Company and Parent shall use all their commercially reasonable efforts to cause have the S-4 Merger Registration Statement to become declared effective under the Securities Act as soon thereafter promptly as practicable. Parentpracticable after such filing, with the assistance and each of Parent and the Company when necessary, shall thereafter promptly mail the Joint Proxy Statement-Prospectus to their respective shareholders. Parent shall also use its commercially reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" “Blue Sky” permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessaryCompany shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) 8.2.2. The Company shall provide Parent with any information concerning itself that Parent may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement/Prospectus prepared by Company -Prospectus, and Parent in connection shall notify the Merger Company promptly of the receipt of any comments of the SEC with respect to the special meetings Joint Proxy Statement-Prospectus and of Company's shareholders any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all correspondence between Parent or any of their representatives and the SEC. Parent shall give the Company and its counsel reasonable opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give the Company and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Parent and the Company agrees to use commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be held mailed to consider approval the holders of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares each of Parent Common Stock ("Share Issuance") and Company Common Stock entitled to Company's shareholders pursuant to vote at their respective shareholders’ meetings at the Merger (the "earliest practicable time.
8.2.3. Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure promptly notify the other party if at any time it becomes aware that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/-Prospectus shall, at or the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain Merger Registration Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to In such event, the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth shall cooperate with Parent in an amendment or the preparation of a supplement or amendment to the such Joint Proxy Statement/Prospectus-Prospectus that corrects such misstatement or omission, Company shall promptly inform Parent.
(d) The and Parent shall use its reasonable best efforts to ensure that none of file an amended Merger Registration Statement with the information supplied by Parent for inclusion or incorporation by reference in the SEC, and each party shall mail an amended Joint Proxy Statement/-Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their its respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Actshareholders.
Appears in 1 contract
Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent Parkxx xxx Superior shall jointly prepare and Parent shall file with the SEC an S-4 Registration Statement Commission a joint proxy statement and forms of proxies in connection with (including i) the Proxy Statement/Prospectus), registering solicitation of proxies to be voted at the offer Parkxx Xxxckholders' Meeting with respect to the Charter Amendment and sale of shares of the Parent Common Stock, which complies Share Issuance and (ii) in connection with the rules and regulations promulgated by solicitation of proxies to be voted at the SEC, Superior Stockholders' Meeting with respect to this Agreement and the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. ParentMerger (such joint proxy statement, together with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement all necessary state securities law or "blue sky" permits and approvals required for stockholders of Parkxx xxx a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger and to consummate stockholders of Superior (the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the "Joint Proxy Statement/Prospectus, "). Each of Parkxx xxx Superior shall furnish all information concerning it and the S-4 Registration Statement or any holders of its capital stock as the other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity may reasonably request in connection with such actions. Each of Parkxx xxx Superior will use all reasonable efforts to have or cause the Merger Registration Statement to become effective as promptly as practicable, and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent shall take any action required to be taken under any applicable federal or state securities laws in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Parkxx Xxxmon Stock ("Share Issuance") to Company's shareholders pursuant to in the Merger (Merger. As promptly as practicable after the "Parent Stockholders' Meeting") Registration Statement shall include (i) with respect to Company and its shareholdershave become effective, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in Parkxx xxxll mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent StockholdersParkxx Xxxckholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company (y) Superior shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company ShareholdersSuperior Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the execution of this Agreement, Company Xxxxxx and Parent Superior shall jointly prepare and Parent shall file with the SEC an S-4 Registration Statement Commission a joint proxy statement and forms of proxies in connection with (including i) the Proxy Statement/Prospectus), registering solicitation of proxies to be voted at the offer Xxxxxx Stockholders' Meeting with respect to the Charter Amendment and sale of shares of the Parent Common Stock, which complies Share Issuance and (ii) in connection with the rules and regulations promulgated by solicitation of proxies to be voted at the SEC, Superior Stockholders' Meeting with respect to this Agreement and the Company and Parent shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter as practicable. ParentMerger (such joint proxy statement, together with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Xxxxxx shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement all necessary state securities law or "blue sky" permits for stockholders of Xxxxxx and approvals required a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Xxxxxx Common Stock to be issued pursuant to this Agreement upon consummation of the Merger and to consummate stockholders of Superior (the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the "Joint Proxy Statement/Prospectus, "). Each of Xxxxxx and Superior shall furnish all information concerning it and the S-4 Registration Statement or any holders of its capital stock as the other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity may reasonably request in connection with such actions. Each of Xxxxxx and Superior will use all reasonable efforts to have or cause the Merger Registration Statement to become effective as promptly as practicable, and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent shall take any action required to be taken under any applicable federal or state securities laws in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Xxxxxx Common Stock ("Share Issuance") to Company's shareholders pursuant to in the Merger (Merger. As promptly as practicable after the "Parent Stockholders' Meeting") Registration Statement shall include (i) with respect to Company and its shareholdershave become effective, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement Xxxxxx shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Xxxxxx Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company (y) Superior shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in mail the Joint Proxy Statement/Prospectus shall, to its stockholders entitled to notice of and to vote at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company ShareholdersSuperior Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Joint Proxy Statement/Prospectus. Registration ---------------------------------------------- Statement. ---------
(a) As promptly as reasonably practicable practical after the execution of this Agreement, Company EFTC and Parent TBF II shall prepare and Parent shall file with the SEC an S-4 Registration Statement a joint proxy statement/prospectus (including the "Joint Proxy Statement/Prospectus)") and a registration -------------------------------- statement on Form S-4 (the "Registration Statement") in which the Joint Proxy ---------------------- Statement/Prospectus will be included as a prospectus, registering provided that EFTC and TBF II may delay the offer and sale of shares filing of the Parent Common Stock, which complies with Registration Statement until approval of the rules and regulations promulgated Joint Proxy Statement/Prospectus by the SEC, . EFTC and the Company and Parent TBF II shall use all reasonable efforts to cause the S-4 Registration Statement to become effective as soon thereafter after such filing as practicablepractical. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessary.
(b) The Joint Proxy Statement/Prospectus prepared by Company and Parent shall include the recommendation of the Board of Directors of EFTC in connection the Merger with respect to the special meetings favor of Company's shareholders to be held to consider approval adoption of this Agreement and the Merger EFTC Merger.
(the "Company Shareholders' Meeting"b) EFTC and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant TBF II shall make all necessary filings with respect to the Merger (under the "Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholdersSecurities Act, (x) the approval of the Merger Exchange Act, applicable state blue sky laws and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement rules and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable lawregulations thereunder.
(c) The Company shall use its reasonable best efforts information to ensure that none of the information be supplied by Company EFTC for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shallRegistration Statement pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, shall not at the time of the Company Shareholders' Meeting, at Registration Statement is declared effective by the time of the Parent Stockholders' Meeting and at the Effective Time, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. The information supplied by EFTC for inclusion in the Joint Proxy Statement/Prospectus to be sent to the shareholders of EFTC in connection with the meeting of EFTC's shareholders (the "EFTC ---- Shareholders' Meeting") to consider this Agreement and the Mergers shall not, on --------------------- the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of EFTC at the time of the EFTC Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the EFTC Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to CompanyEFTC or any of its Affiliates (other than Xxxxxx-XXXX or any of its Affiliates), or its officers or directors, directors should be discovered by Company that EFTC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company EFTC shall promptly inform ParentTBF II.
(d) The Parent shall use its reasonable best efforts information to ensure that none of the information be supplied by Parent TBF II for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, Registration Statement shall not at the time of the Company Shareholders' Meeting, at Registration Statement is declared effective by the time of the Parent Stockholders' Meeting and at the Effective Time, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. IfThe information to be supplied by TBF II for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of EFTC, at the time of the EFTC Shareholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the EFTC Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time, Time any event or circumstance relating to Parent TBF II or any Parent Subsidiaryof its Affiliates, or their respective officers or directors, directors should be discovered by Parent that TBF II which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent TBF II shall promptly inform Company. All documents that Parent is responsible for filing EFTC.
(e) Xxxxxx Godward LLP shall provide an opinion addressed to EFTC, dated as of the effective date of the Registration Statement and filed as Exhibit 8.1 thereto, to the effect that
(i) the EFTC Merger will be treated as a reorganization described in Section 368(a) of the Code and/or, taken together with the SEC K*TEC Merger, as a transfer of property to Parent described in connection with Section 351 of the Code by holders of TBF II Units and EFTC Common Stock, and (ii) the description in the Joint Proxy Statement/Prospectus of the material federal income tax consequences of the EFTC Merger will comply as to form is correct in all material respects respects. Xxxxxx & Xxxxxxx, counsel to TBF II, shall provide an opinion addressed to TBF II, dated as of the effective date of the Registration Statement and filed as Exhibit 8.2 thereto, to the effect that (i) the K*TEC Merger, taken together with the applicable requirements EFTC Merger, will be treated as a transfer of property to Parent described in Section 351 of the rules Code by holders of TBF II Units and regulations EFTC Common Stock, and (ii) the description in the Joint Proxy Statement/Prospectus of the Securities Act material federal income tax consequences of the K*TEC Merger is correct in all material respects. Each of the opinions described herein shall be based on representation letters dated as of the effective date of the Registration Statement and in form and substance acceptable to the Exchange Actrendering counsel and executed by EFTC, TBF, TBF II, TBF III and Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thayer Blum Funding LLC)
Joint Proxy Statement/Prospectus. 8.2.1. For the purposes of (ax) As promptly as reasonably practicable after registering Bridge Bancorp Common Stock to be offered to holders of CNB Common Stock in connection with the execution of this Agreement, Company and Parent shall prepare and Parent shall file Merger with the SEC an S-4 under the Securities Act, (y) holding the CNB Shareholders Meeting, and (z) holding the Bridge Bancorp Shareholders Meeting, Bridge Bancorp shall draft and prepare, and CNB shall cooperate in the preparation of, the Merger Registration Statement (including Statement, including, to the Proxy Statement/Prospectus)extent required by law in the judgment of counsel to either party or otherwise desired by the parties, registering the offer a joint proxy statement and sale prospectus satisfying all applicable requirements of shares applicable state securities and banking laws, and of the Parent Common StockSecurities Act and the Exchange Act, which complies with and the rules and regulations promulgated by thereunder (such prospectus and joint proxy statement, in the SECform mailed to the CNB and Bridge Bancorp shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus”). Bridge Bancorp shall use its best efforts to file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, as promptly a practicable following the date of this Agreement. Each of Bridge Bancorp and CNB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of CNB and Bridge Bancorp shall thereafter promptly mail the Company and Parent shall use all reasonable efforts Joint Proxy Statement-Prospectus to cause the S-4 Registration Statement to become effective as soon thereafter as practicabletheir respective shareholders. Parent, with the assistance of the Company when necessary, Bridge Bancorp shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" “Blue Sky” permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial and CNB shall furnish all information regarding Parent concerning CNB and the Company, if necessaryholders of CNB Common Stock as may be reasonably requested in connection with any such action.
(b) The 8.2.2. CNB shall provide Bridge Bancorp with any information concerning itself that Bridge Bancorp may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement/Prospectus prepared by Company -Prospectus, and Parent in connection Bridge Bancorp shall notify CNB promptly of the Merger receipt of any comments of the SEC with respect to the special meetings Joint Proxy Statement-Prospectus and of Company's shareholders any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to be held to consider approval CNB promptly copies of this Agreement all correspondence between Bridge Bancorp or any of their representatives and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") SEC. Bridge Bancorp shall include (i) with respect to Company give CNB and its shareholders, (x) counsel the approval of the Merger opportunity to review and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in comment on the Joint Proxy Statement/-Prospectus shallprior to its being filed with the SEC and shall give CNB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Bridge Bancorp and CNB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to their respective shareholders at the date earliest practicable time.
8.2.3. CNB and Bridge Bancorp shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain Merger Registration Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to In such event, CNB shall cooperate with Bridge Bancorp in the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or preparation of a supplement or amendment to the such Joint Proxy Statement/Prospectus-Prospectus that corrects such misstatement or omission, Company and Bridge Bancorp shall promptly inform Parent.
(d) The Parent file an amended Merger Registration Statement with the SEC, and Bridge Bancorp and CNB shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the mail an amended Joint Proxy Statement/-Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Actshareholders.
Appears in 1 contract
Joint Proxy Statement/Prospectus. Registration Statement; Other --------------------------------------------------------------- Filings; Board Recommendations. ------------------------------
(a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent shall will prepare, and file with the SEC, the Joint Proxy Statement/Prospectus and Parent will prepare and Parent shall file with the SEC an S-4 the Registration -41- Statement (including in which the Joint Proxy Statement/Prospectus), registering the offer Prospectus will be included as a prospectus. Each of Company and sale of shares Parent will respond to any comments of the SEC, will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and each of Company and Parent Common Stock, which complies with will cause the rules and regulations promulgated Joint Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, and the each of Company and Parent shall use all reasonable efforts will prepare and file any other filings required to cause be filed by it under the S-4 Registration Statement Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to become effective as soon thereafter as practicable. Parent, with the assistance of the Company when necessary, shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this AgreementAgreement (the "OTHER FILINGS"). Each of Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or Company, as the case may be, shall, upon its staff or any other government officials and of any request by the otherSEC or its staff or any other government officials for amendments or supplements to the Registration Statement, furnish the Joint Proxy Statement/Prospectus or any Other Filing or for additional information and will supply the other with copies of all information concerning itselfcorrespondence between such party or any of its representatives, its Subsidiaries, directors, executive officers and shareholders or stockholders, as on the case may beone hand, and such the SEC, or its staff or any other matters as may be reasonably necessary or advisable in connection government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the S-4 Merger or any Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any other statementOther Filing, filing, notice or application made by or on behalf of the Company or Parent Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and the Company, if necessarysuch amendment or supplement.
(b) The Joint Proxy Statement/Prospectus prepared by will include the recommendation of the Board of Directors of Company in favor of adoption and Parent in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the Merger, except to the extent that the Board of Directors of Company shall have withdrawn or modified its approval of this Agreement or the Merger in accordance with Section 5.4(a)(ii).
(c) The Joint Proxy Statement/Prospectus will include the recommendation of the Board of Directors of Parent in favor of approval of issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (Merger, except that the "Board of Directors of Parent Stockholders' Meeting") shall include (i) with respect to Company and its shareholdersmay withdraw, (x) the approval of the Merger and the unanimous modify or refrain from making such recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; providedextent that such Board determines, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent after consultation with outside legal counsel, that compliance with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the Board's fiduciary duties of the board of directors of Company would require it to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable lawdo so.
(c) The Company shall use its reasonable best efforts to ensure that none of the information supplied by Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company, or its officers or directors, should be discovered by Company that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent.
(d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and the stockholders of the Parent, at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)
