Common use of Joint Proxy Statement; Registration Statement Clause in Contracts

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the Bergen Board Recommendations to the extent not previously withdrawn in compliance with Section 6.3(d) and the opinion of Merrill Lynch referred to in Section 4.23, unless previously withdxxxx xx xxxxxed or modified in any material respect. If, at any time prior to the Effective Time, Bergen shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Bergen shall so advise AmeriSource and Parent in writing and shall promptly furnish AmeriSource and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, Bergen shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of Bergen Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of Bergen in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the Bergen AmeriSource Board Recommendations to the extent not previously withdrawn in compliance with Section 6.3(d6.2(d) and the opinion of Merrill Lynch Goldman Sachs referred to in Section 4.235.23, unless previously withdxxxx xx xxxxxed or modified in any material respect. If, at any time prior to the Effective Time, Bergen AmeriSource shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Bergen AmeriSource shall so advise AmeriSource Bergen and Parent in writing and shall promptly furnish AmeriSource Bergen and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, Bergen AmeriSource shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of Bergen AmeriSource Class A Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of Bergen AmeriSource in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the Bergen Board Recommendations to the extent not previously withdrawn in compliance with Section 6.3(d) and the opinion of Merrill Lynch Xxxxxxx Xxxxx referred to in Section 4.23, unless previously withdxxxx xx xxxxxed withdrawn or revoked or modified in any material respect. If, at any time prior to the Effective Time, Bergen shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Bergen shall so advise AmeriSource and Parent in writing and shall promptly furnish AmeriSource and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, Bergen shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of Bergen Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of Bergen in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the Bergen AmeriSource Board Recommendations to the extent not previously withdrawn in compliance with Section 6.3(d6.2(d) and the opinion of Merrill Lynch Xxxxxxx Xxxxx referred to in Section 4.235.23, unless previously withdxxxx xx xxxxxed withdrawn or revoked or modified in any material respect. If, at any time prior to the Effective Time, Bergen AmeriSource shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Bergen AmeriSource shall so advise AmeriSource Bergen and Parent in writing and shall promptly furnish AmeriSource Bergen and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, Bergen AmeriSource shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of Bergen AmeriSource Class A Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of Bergen AmeriSource in connection with the Mergers and the transactions contemplated thereby.